Board, Director and Committee Evaluation Assessment

1.1 Board structure and composition is the foundation of Board effectiveness. Every Company operates within a specific and unique context, which is determined by its current situation, aspirations and priorities. The structure and composition of the Board must therefore reflect the context

1.2 This Board Evaluation Assessment is adopted to ensure the Board discharges its duties and responsibilities effectively and efficiently.

1.3 The Board must complete the Board Evaluation and Board Committee’ Effectiveness Assessment based on the criteria specified by Green Book Guidelines on Board Effectiveness, Bursa Malaysia Securities Berhad as well as the recommendations made under the Malaysian Code of Corporate Governance 2012.

1.4 Where the Board fails to meet performance expectations, performance reviews may be conducted on ad-hoc basis.

2. COMPONENTS OF AN EFFECTIVE BOARD

2.1 The Board Evaluation Assessment is based on the following criteria, as recommended by the Green

- Balance and manage the sometimes conflicting stakeholders’ interests in the best sustainable interests of all shareholders.

2.2 The Board will complete the Board, Board Committees’ Evaluation Assessment and Individual Directors’ Evaluation Assessment and will discuss and assess the extent to which the Board, Committees and individual directors have met each performance criterion based on the Green Book Guidelines, Bursa Malaysia Listing Requirements and Malaysian Code of Corporate Governance 2012 based on the above roles and responsibilities.

2.3 In addition to the above, Chairman Effectiveness Assessment will also be conducted at the Board and Committee level. The assessment is based on the following criteria:

Chairman is able to lead the Board effectively.

Chairman has maintained a relationship of trust with and between the Executive and Non-Executive Directors.

Chairman ensures the provision of accurate, timely and clear information to Directors.

Chairman ensures ethical business is practiced, compliance with laws and regulations, auditing and accounting principles and corporate governance.

2.4 Each Committee must also conduct an annual self-evaluation based on the following:

Each Committee must review the extent to which it discharged their roles and functions set out in the terms of reference of each Committee.

Each Committee Member has positively contributed to interaction, discussion and participates actively in Board Committees activities.

Each Committee Member has added value to the Committee and help to assist the Board for better decision-making.

Each Committee Member has sufficient, relevant and recent expertise in fulfilling their roles.

Each Committee identifies areas for improvement and the necessary to allow these improvements.

2.5 Upon completion of the above assessments, the Evaluation Forms will be submitted to the Group Company Secretary’s Office for tabulation and the results will be presented to the Nomination and Remuneration Committee together with agreed action plans to address the gaps, if any, for deliberation and onward submission to the Board.

3. REVIEW

The Board Effectiveness Evaluation forms is subject to regular review by the Board and will be amended and updated as appropriate to reflect the current best practices.